Terms & Conditions

Master Agreement – 09/02/2022

This Agreement governs the procurement of Astrachain Products as set forth in the Order and T&Cs document which references this Agreement. This Agreement may govern multiple Orders between Astrachain SAS and its Affiliates (“Astrachain”) and the person or entity agreeing to these terms and its Affiliates (“Customer”).

BY ACCEPTING THIS MASTER SUBSCRIPTION AGREEMENT BY USING OR ACCESSING ONE OR MORE ASTRACHAIN PRODUCTS, CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER HAS READ THE MASTER SUBSCRIPTION AGREEMENT CAREFULLY, TOGETHER WITH ANY OTHER TERMS OR POLICIES REFERENCED IN THIS MASTER SUBSCRIPTION AGREEMENT, AND AGREES TO BE BOUND BY THEM.

1.1 License Grant. Subject to ongoing compliance with this Agreement, Astrachain grants Customer a non-exclusive, non-transferable, non-sublicensable, terminable license to access or use the Products during any applicable Product Term. Customer’s rights to use the Products are limited to those expressly set forth in this Agreement, including any license parameters specified in the Order. Astrachain and its licensors retain all rights, title and interest in and to the Products and all related intellectual property rights, including without limitation any modifications, updates, or other add-ons.

1.2 Restrictions. Except as explicitly permitted under this Agreement, Customer shall not do any of the following to the Products: (1) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract the source code; (2) assign, sublicense, transfer, lease, rent or otherwise distribute or make available to any third party; (3) use for High Risk Activities or otherwise contrary to the Documentation; (4) use for any unlawful or unauthorized purpose or in violation of any applicable law or regulation, including in any manner which would infringe on the intellectual property or privacy rights of a third party; (5) create, deliver training on, improve or offer a substantially similar product or service; or (6) use the Products on behalf of or for the benefit of any entity or person who is legally prohibited from using the Products.

1.3 Authorized Use. Customer is responsible and liable for (1) all activity that occurs on Customer’s account, and (2) all Authorized Users’ acts and omissions in connection with the Products and compliance with the Agreement. Customer should promptly contact Astrachain in writing if Customer believes that the account credentials of Customer or its Authorized Users’ have been compromised or if there has been any unauthorized use of the Products. Astrachain reserves the right to reset or terminate any account login credentials if there has been any unauthorized access or activity on a Customer’s account.

1.4 Feedback and Usage Analytics. Customer may provide feedback to Astrachain about the Products (e.g. technical support input, suggestions, or enhancement requests) (“Feedback”) and generate usage analytics, including but not limited to aggregated technical data and metadata from the Products (“Usage Analytics”). Astrachain may develop, modify, and improve the Products based on Customer’s Feedback and Usage Analytics without obligation to Customer, and Customer irrevocably assigns to Astrachain all right, title, and interest in that Feedback and Usage Analytics.

1.5 No-Fee License. From time to time, Astrachain may make certain Products available for trial, proof of concept, beta testing, demo, or other similar purposes. Products acquired for such purposes are provided on an “as is” and “as available” basis and without any warranty or indemnity and may be used solely for non-production purposes (“No-Fee License”), without the right to Support. Astrachain may discontinue or terminate such offerings at any time in its sole discretion. Astrachain shall not be liable for any damages arising out of or in connection with a No-Fee License.

2.1 Customer Data. As between Astrachain and Customer, all title and intellectual property rights in and to the Customer Data is owned exclusively by Customer. In connection with its provision of certain Products, Astrachain may access, process, copy, archive, or store Customer Data. Customer hereby grants Astrachain the necessary rights for such access to the Customer Data, it being specified that Astrachain cannot technically access the readable content of Customer Data.

2.2 Account Data. In order to use the Products, Customer may need to complete a registration process and provide contact information such as an email address, credentials and other account billing information (“Account Data”). Customer must provide complete and accurate Account Data during the registration process and must keep Customer’s Account Data up-to-date. Customer is prohibited from misrepresenting Customer’s identity or affiliation with any company or other entity. By providing Account Data, Customer hereby consents that it and any Authorized Users on its account may receive email or other communications from Astrachain. Such communications may include communications regarding Customer’s use of the Products and/or commercial content relating to other Astrachain Products. If you do not wish to receive such communications, a Customer or an Authorized User may opt-out by notifying Astrachain at hello@astrachain.com. In connection with its provision of the Products, including for billing, usage reporting, and account provisioning purposes, Astrachain may access, process, copy, archive, store, or otherwise modify Customer’s Account Data. Customer hereby grants Astrachain the necessary rights for such access and modifications to the Account Data. Astrachain may use aggregated and de-identified versions of the Account Data for its internal business purposes.

2.3 Privacy and Data Processing Policies. With respect to any Customer Personal Data processed by Astrachain, and insofar as Astrachain has access to such Customer Personal Data, Astrachain shall comply with the Astrachain Privacy Policy. With respect to any Customer Personal Data obtained by Astrachain as a controller, Astrachain shall comply with the Astrachain Privacy Policy.

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3.1 Confidentiality Obligation. During the term of this Agreement, both parties agree that: (1) Confidential Information will be used only in accordance with the terms and conditions of this Agreement; (2) each will use the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (3) the Confidential Information may be disclosed only to employees, agents and contractors with a need to know, and to its auditors and legal counsel, in each case, who are under a written obligation to keep such information confidential using standards of confidentiality not less restrictive than those required by this Agreement. Astrachain may use Confidential Information and Customer Data for internal business purposes only, including but not limited to providing Support, and improving, testing and providing any Astrachain Products.

3.2 Exclusions. This Agreement imposes no obligation with respect to information that: (1) is a part of or enters into the public domain; (2) was already in the recipient’s possession prior to the date of disclosure other than by breach of this Agreement; (3) is rightfully received from a third party without any duty of confidentiality; or (4) is independently developed without reference to the Confidential Information of the disclosing party.

3.3 Publicity. Astrachain may identify Customer as a customer, provided that any such statements shall conform with any trademark use guidelines provided by Customer. Each party must obtain the other party’s advance consent to any press release relating to the Customer’s use of the Products.

4.1 Fees. Customer will pay all fees (the “Fees”) as specified in the Order and any applicable Taxes. If the due date is not otherwise specified in the Order, all Fees are due 30 days from the Order effective date. All Fees are non-refundable. Unless otherwise specified in the Order, all Fees are in Euros (€) and all dates are based on the local Paris/France time zone. If Customer requires a Purchase Order (“PO”) to complete its purchase, then the Products will not be provided until Customer delivers a conforming PO unless agreed otherwise in writing.

4.2 Taxes. Customer is responsible for any duties, customs fees, or taxes (other than Astrachain’s income tax) associated with the purchase of the Products provided by Astrachain, (including any related penalties or interest) (“Taxes”), and shall pay the listed fees without deduction for Taxes. If Customer is required by applicable law to withhold any amount from any payments specified in the Order, then Customer will pay Astrachain the listed fees as if no withholding were required, and shall remit the withholding to the appropriate governmental authorities on behalf of Astrachain, with a copy of the tax receipt or certificate forwarded to Astrachain.

4.3 Delinquencies. Any late payments will accrue late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

4.4 Disputes. If Customer believes that Astrachain has incorrectly billed Customer, Customer must contact Astrachain in writing within 60 days of the date billed for the charge in dispute, specifying the error. To the fullest extent permitted by applicable law, Customer waives any and all claims relating to the Fees unless (i) Customer has properly notified Astrachain of the dispute, and (ii) the dispute is made in good faith. Any Fee adjustments, credits or refunds are at the discretion of Astrachain.

5.1 Agreement Term. This Agreement will begin on the Effective Date and continue until the later of the following: (1) the expiration or completion of all Product Terms; or (2) the date on which the Agreement is terminated as specified herein.

5.2 Supplement Term. A Supplement will begin on the earlier of (1) the date Customer begins to use the applicable Product or (2) the date Customer executes an Order for the applicable Product and will continue until the expiration of the Product Term.

5.3 Termination for Breach.

5.3.1 Either party may terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure that breach within 30 days after receipt of written notice.

5.3.2 In the event a party learns the other party is subject to an insolvency event (e.g. failing to pay its obligations as they arise, being declared bankrupt, or commencing proceedings under any law providing debt relief to the party), the party that is not the subject of the insolvency event may terminate the Agreement immediately upon notice to the party that is the subject of the insolvency event.

5.4 Suspension. Astrachain may, without limitation to any other rights or remedies, suspend this Agreement and Customer’s access to the Product without prior notice if: Customer’s use of the Products is fraudulent, breaches applicable laws or regulations, poses a security risk, or exposes Astrachain or its partners to third party liability.

5.5 Effect of Termination or Expiration. If the Agreement expires or is terminated, then: (1) the rights granted by one party to the other will immediately cease; (2) all Fees owed by Customer are immediately due upon receipt of the final invoice; (3) Customer will cease any and all access to and delete the Products; and (4) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.

6.1 Mutual Warranties. Each party represents and warrants that: (i) it has the legal power to enter into and perform under this Agreement and (ii) it will comply with all laws, rules and regulations applicable to its performance hereunder (in the case of Astrachain) or applicable to its use of the Products (in the case of Customer).

6.2 Services and Support Warranty. Astrachain warrants that it will perform any Services and Support with reasonable care and skill and consistent with standards generally observed for services of a substantially similar nature. As Customer’s sole and exclusive remedy for breach of this warranty, Astrachain will promptly attempt to re-perform the applicable Services or Support within 30 days or such longer period as agreed to by the parties in writing, or at Astrachain’s option refund any Fees paid for the affected Service(s) or Support.

6.3 SaaS and Software Warranty. Astrachain warrants that, during the Product Term, the SaaS and Software will perform in material conformance with its published Documentation. As Customer’s sole and exclusive remedy for breach of this warranty, Astrachain will remedy such issues as provided in the applicable Support policy, or at Astrachain’s option and provided Customer’s stopped use of the Product, refund the unused prorated portion of any Fees paid for the affected Product.

6.4 Harmful Code. Astrachain will use commercially reasonable efforts and commercially available technology to scan the SaaS and Software made available to Customer for, and to remove from the then-current-version of the affected Product any computer “viruses,” “worms” and other malicious code.

6.5 Customer Data Warranty. Customer warrants that all collection, transfer, and use of any Customer Data in connection with the Products will comply with all applicable laws, including but not limited to obtaining relevant consents, and will not violate the intellectual property or privacy rights of any third party.

6.6 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER ASTRACHAIN NOR ITS SUPPLIERS PROVIDES ANY OTHER WARRANTIES REGARDING THE PRODUCTS, AND TO THE FULLEST EXTENT PERMITTED BY LAW DISCLAIMS ALL OTHER WARRANTIES, TERMS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES, TERMS AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ASTRACHAIN OR ELSEWHERE WILL CREATE ANY WARRANTY, TERM OR CONDITION UNLESS EXPRESSLY STATED IN THIS AGREEMENT. THE PRODUCTS ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE PRODUCTS OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.

7.1 Astrachain Indemnity. Astrachain shall defend or settle at its sole expense and pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Astrachain) for third party claims alleging that the Software and SaaS as delivered by Astrachain directly infringes or misappropriate any patent, copyright, or trade secret of a third party.

7.2 Customer Indemnity. Customer shall defend or settle at its sole expense and shall pay all damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Customer) for third party claims arising out of: (i) Customer’s violation of Sections 1 and 6; and (ii) any violation of third party rights (including without limitation any intellectual property rights or privacy rights) arising out of or relating to the Customer Data.

7.3 Conditions. The indemnification obligations under this article are subject to the indemnified party (i) promptly giving written notice of the claim to the indemnifying party, (ii) giving the indemnifying party sole control of the defense, negotiation, and settlement of the indemnified portion of the claim, (iii) providing the indemnifying party with all reasonable assistance required to effectively defend the claim.

7.4 Injunctions. If Customer’s rights to use the Products are, or in Astrachain’s opinion could be, subject to an injunction for an indemnified claim, then Astrachain may, at its sole option and expense: (1) procure for Customer the right to continue using the Product according to the terms of this Agreement, (2) modify the Product such that it operates with materially equivalent functionality without infringing or misappropriation, or (3) terminate the Order and refund the unused prorated portion of any Fees paid for the Product.

7.5 Exclusions. The indemnity provided by Astrachain under this Agreement does not extend to claims arising from or relating to: (1) use of the Products under a No-Fee License; (2) modifications to the Products not provided by or approved in writing by Astrachain; (3) use of the Products in combination with any data, software, or hardware not provided by Astrachain to the extent the alleged infringement would not have occurred without the combination; (4) Third Party Software; or (5) allegedly infringing activities that continue after Astrachain has informed Customer in writing of and made available to Customer at no additional charge a substantially similar version of the Product that would have avoided the alleged infringement.

7.6 Remedy. This section states Customer’s sole and exclusive remedy with respect to claims of infringement of third party proprietary rights of any kind and is subject to the terms of the section titled “Limitation of Liability.”

MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE PRODUCTS OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.

To the fullest extent permitted by applicable law, in no event shall Astrachain or its suppliers be liable for damages other than direct damages, including the cost of procurement of substitute goods or technology, loss of profits, or for any special, consequential, incidental, punitive or indirect damages on any theory of liability, whether in statute, contract, tort, strict liability, indemnity or otherwise, even if advised of the possibility of such damages.

To the fullest extent permitted by applicable law, in no event shall the total liability of Astrachain to Customer under this Agreement exceed the total amounts payable or paid by Customer to Astrachain for the 12 months prior to the date the claim arises. The liability limitations in this paragraph (and otherwise in the Agreement) do not limit or exclude damages for bodily injury or death or other damages that under applicable law cannot lawfully be limited or excluded.

MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE PRODUCTS OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.

9.1 Assignment. The Agreement may not be assigned by either party by operation of law or otherwise, without the prior written consent of the other party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Orders), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or the sale of all or substantially all of the assets of the business to which the Agreement relates. Any such assignment shall be effective upon payment of all amounts then due. Astrachain shall be entitled to subcontract any of its obligations under the Agreement, in which case, Astrachain shall remain responsible for any breach of the Agreement which is as a result of the acts or omissions of a subcontractor.

9.2 Conflicting Terms. If there is a conflict among the documents that make up this Agreement, the documents will be controlled in the following order: the Order, Supplement, this Master Subscription Agreement, and the URL Terms.

9.3 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The URL Terms are hereby incorporated by this reference. After the Effective Date, Astrachain may provide Customer with an updated URL in place of any URL in this Agreement. Customer agrees that its purchase of a Product is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Astrachain, including any roadmaps or target release dates, with respect to future functionality or features.

9.4 Export Controls. Customer agrees to comply with all export and re-export restrictions and regulations of the French Department of Commerce and any foreign agencies and authorities in connection with Customer’s use of the Products. In particular, but without limitation, the Products may not, in violation of any laws, be exported or re-exported. Customer represents and warrants that Customer is not located in, under the control of, or a national or resident of any such country or on any such list.

9.5 Force Majeure. Neither party will be liable for failure or delay in its performance under this Agreement to the extent caused by circumstances beyond its reasonable control. Astrachain reserves the right to suspend an Order or Services to comply with laws.

9.6 Governing Law. This Agreement is construed in accordance with and governed by French laws without regard to its conflict of laws principles, and each party hereby consents to the jurisdiction of “Tribunaux du ressort de la Cour d’appel de Paris”. Each party hereby waives any right to jury trial in any litigation in any way arising out of or related to this Agreement.

9.7 Independent Contractors. This Agreement does not create an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties; the parties will at all times be and remain independent contractors.

9.8 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

9.9 Notices. All notices must be in writing and addressed to the other party’s legal department and primary point of contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

9.10 Severability and Waiver. In the event that any provision of this Agreement (or any portion hereof) is determined by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, the provision (or portion) will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of enforcement, will be deemed to be severed and deleted from this Agreement, while the remainder of this Agreement will continue in full force. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.

9.11 Survival. Provisions of the Agreement related to the following subjects will survive the termination or expiration of the Agreement: Payment, Restrictions, Account Data, Customer Data, Effect of Termination, Confidentiality, Limitation of Liability, and Miscellaneous.

9.12 Updates. Except as expressly provided herein, no modification of this Agreement will be effective unless contained in writing and signed by an authorized representative of each party. Astrachain may make changes to terms located at a URL referenced in this Agreement (collectively, the “URL Terms”) from time to time. Astrachain will post the amended terms and will update the “Last Updated Date” (or similar designation) at the top. Customer’s continued access to or use of the Products after Astrachain has provided Customer with such notice of a change, constitutes Customer’s acceptance of the modified terms. If the change has a material adverse impact on Customer and Customer does not agree to the change, Customer must notify Astrachain within 30 days of the applicable Last Updated Date. If Customer notifies Astrachain as required, then Customer will remain governed by the terms in effect immediately prior to the change until the end of the then-current Product Term (or, in the case of Services, the completion of the applicable Services). If the Product Term is renewed, it will do so under the updated URL Terms.

9.13 Evaluation free of charge. For a limited period and stated by written in a document or an email, Astrachain can provide free usage of the product as-a-Service. This period does not exceed 90 days.

MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE PRODUCTS OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.

« Affiliate » means an entity that owns or controls, is owned or controlled by, or is under common control or ownership with a party, where « control » is the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

“Agreement” means applicable Orders and Supplements, this Master Subscription Agreement, URL Terms, and all exhibits, and amendments which are properly attached or incorporated by reference.

“Authorized User” means an employee or contractor employed or engaged by Customer and whom Customer authorizes to use the Products for the benefit of Customer.

“Confidential Information” means any information designated as confidential orally or in writing by either party, or any information that the receiving party knows, or has reason to know, is confidential or proprietary based upon its treatment by the disclosing party. Confidential Information does not include Feedback or Usage Analytics.

“Customer Data” means any and all electronic data or information, including Customer Personal Data and Account Data which is transferred by Customer into the Products, or otherwise stored, created, processed or modified pursuant to the Agreement.

“Customer Personal Data” means any Customer Data that is defined as “Personal Data” under applicable EU Data Protection Laws and to which EU Data Protection Laws apply and which is provided by the Customer to Astrachain or accessed, stored or otherwise processed by Astrachain in connection with the Products.

“Documentation” means the Product specific materials available at https://astrachain.ovh/documentations

“Effective Date” means the earlier of the date the Agreement is accepted by Customer or the date an Order is fully executed.

“High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Products could lead to death, personal injury, or environmental damage.

“Order” means an order, either direct or indirect, registration confirmation or other fully executed document that incorporates this Agreement.

“Privacy Policy” means the Astrachain privacy policy available in Annexe 2.

“Product(s)” means SaaS, Software, Support, and Services.

“Product Term” means the time period or other licensing parameters specified in Customer’s Order or applicable Supplement and modified by any applicable extension or early termination.

“SaaS” means the Astrachain cloud services (e.g. Dot, the document management software and Split, the Omnicloud platform as a Service) made available to Customer as specified in an Order, including error corrections, modifications and updates to such items. The term “SaaS” does not include Services.

“Services” means training, consulting or other services (other than Support) as specified in an Order. Astrachain provides all Services according to the Service Terms in Annexe 1.

“Software” means the Astrachain software made available to Customer for download as specified in an Order, including error corrections, modifications and updates to such items, and including the Documentation. “Software” does not include, and Astrachain does not warrant or support, unless otherwise provided in the applicable Supplement, software obtained from any source other than Astrachain or software that is provided by Astrachain under an open-source license.

“Supplement” means the additional Product & Services specific terms available in Annexes of this Agreement, that apply to Customer’s use of the Products.

“Support” means (1) the standard support services for each Product as set forth in a Supplement and (2) upgraded support if purchased. Support Terms are provided in Annexe 2.

“Third-Party Software” means the third party software and material included with the Software.

MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE PRODUCTS OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.

hese Service Terms (“Service Terms”) are part of the Agreement between Customer and Astrachain and provide a statement of the work to be provided by Astrachain under the applicable ordering document (the “Order”) that incorporates these terms. Unless these Service Terms are expressly incorporated into a different agreement, the “Agreement” means the Enterprise Terms (at https://astrachain.ovh/legal) and any terms in the applicable Order. These Service Terms govern all Services (excluding Support) provided to Customer by Astrachain. “Services” means training, consulting or other services specified in an Order. “Services” does not include recurring maintenance and support services such as those specified at Annexe 2. Any capitalized terms not otherwise defined in these Service Terms shall have the meaning in the Agreement. All Services are subject to the General Service Terms below.

MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE PRODUCTS OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.

Education Services

Astrachain offers the training as (“Education Services”) subject to these terms in this section titled “Education Services” and the General Service Terms. Astrachain makes Education Services available in the following manners:

Where a non-local Astrachain resource provides a Private Class to Customer, Customer shall reimburse Astrachain for out-of-pocket travel, hotel and meal expenses reasonably incurred in connection with the training by Astrachain (and Astrachain will follow Customer’s applicable written expense reimbursement policies and guidelines provided to Astrachain in advance).

Astrachain will deliver a class privately to Customer (i.e., permit Customer to decide who attends). Private classes can be either onsite or online. For onsite private classes, Customer will provide adequate classroom facility (including appropriate security access to building, and primary and secondary contact numbers) and systems (including workstation/laptops, network, servers with requisite operating systems, virtual machine software, internet access, and any other items specified in the applicable course description). Customer shall not permit anyone other than its employees or authorized contractors to attend its onsite or online private classes.

Astrachain may cancel or reschedule a class without penalty by notifying Customer (and/or each Customer attendee registered in the class) via email at least 10 business days prior to the class start date. If canceled and not rescheduled, Astrachain will refund the applicable prepaid enrollment fees.

Consulting Services

Unless otherwise specified in the Order, (1) where a number of days is specified, each partial day will count as a full day, and any single day that lasts more than 10 hours will count as two days; (2) in addition to the to the Services fee identified in an Order, Customer shall reimburse Astrachain for out-of-pocket travel, hotel and meal expenses reasonably incurred during the execution of Services by Astrachain (and Astrachain will follow Customer’s applicable written expense reimbursement policies and guidelines provided to Astrachain in advance); and (3) the right to Services described in any Order or these Service Terms will expire in accordance with the time period specified therein or 365 days after the Effective Date of the applicable Order, whichever is earlier

Astrachain provides all consulting services at the daily rate specified in the applicable Order. Unless otherwise specified in an Order, Astrachain shall have no obligation to deliver Services during French bank holidays, or on other generally-observed holidays in the location of service delivery.

General Service Terms

Customer Responsibilities. In connection with the Services, Customer shall: (1) provide Astrachain with reasonable access to Customer’s sites and facilities during its normal business hours and as otherwise reasonably required to perform the Services; (2) provide a safe and secure working environment for Astrachain personnel; (3) perform Customer’s agreed duties and tasks, and such other duties and tasks as may be reasonably required to permit Astrachain to perform the Services; and (4) not copy, record, or transcribe any Astrachain training materials without written authorization from Astrachain. Customer will also make available to Astrachain any data, information and any other materials reasonably required by Astrachain to perform the Services, including, but not limited to, any data, information or materials specifically identified in the applicable ordering document (collectively, “Customer Materials”). Customer will be responsible for ensuring that all such Customer Materials are accurate and complete. Astrachain will comply with all reasonable workplace safety and security standards and policies, applicable to Customer’s employees, of which Astrachain is notified in writing by Customer in advance.

Materials. As between Customer and Astrachain, Customer will exclusively own all rights, title and interest in and to the Customer Materials, including all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights therein. Astrachain acknowledges and agrees that Customer Materials constitute Customer’s Confidential Information. Subject to Customer’s rights in the Customer Materials, Astrachain will exclusively own all rights, title and interest in and to any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or developed by Astrachain or its personnel in connection with performing the Services (collectively “Astrachain Materials”), including all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights therein. Customer will have no rights in any Astrachain Materials except as expressly set forth in this Agreement. Astrachain grants Customer a perpetual, fully-paid up, nonexclusive license to use, for Customer’s internal business purposes, any Astrachain Materials or work product (excluding the Software and Education Courseware) delivered to Customer as part of the Services. Nothing in this Agreement will be deemed to restrict or limit Astrachain’ right to perform similar services for any other party or to assign any employees or subcontractors to perform similar services for any other party; provided that Astrachain complies with its obligations with respect to Customer’s Confidential Information.

Disclaimer. Notwithstanding any other provisions, the Services shall not include any application development. Further, while Astrachain will make the appropriate recommendations with the information then-available, Astrachain cannot make any performance guarantees. Astrachain cannot guarantee that all of the recommendations can be completed during the time allotted but will complete as many of the recommendations as time permits. Astrachain will provide a separate proposal for any additional time required to complete the outstanding tasks.

To the extent that the Services include any software, code, applications, libraries, documentation, and/or files as deliverables, such deliverables are provided on an « as-is » basis without any warranties. Astrachain does not provide support of any kind for Services deliverables. For the avoidance of doubt such any deliverables are not subject to any Astrachain Support Terms or any other support and maintenance obligation.

Non-Solicitation. During the term in which Services are being provided, Customer shall not directly or indirectly recruit, solicit, or assist in the recruiting or soliciting for employment (including as a consultant) any technical or professional employees or contractors of Astrachain personally involved in the Services within the preceding six months. This provision shall not prohibit the placement of mass media advertisements, utilization of non-targeted third party recruiting efforts, or conduct of job fairs for the purpose of recruiting employees generally. This provision also shall not prohibit the hiring of any person in the absence of solicitation in violation of this paragraph; provided, however that if Customer hires any employee or contractor described in the first sentence of this paragraph, then Customer shall pay a hiring fee of €150,000 to compensate Astrachain for, among other things, the cost of sourcing and training a replacement.

This Support Policy is part of and subject to an agreement with Astrachain (the “Agreement”) that incorporates this Support Policy and if applicable the Order under which Customer purchased Astrachain Product & Support.

Astrachain provides Support under the terms of this Support Policy. “Support” means the services described in this Support Terms and does not include one-time services or other services not specified in this Support section, such as training, consulting or custom development.

Definitions

“Business Day” means Monday through Friday.

“Business Hours” means 9:00 a.m. to 5:00 p.m. on Business Days.

“Customer Representative” means the individual employee of Customer that submits an Issue via phone, email or through the Support Portal.

“Documentation” means the published documentation describing products features

“Issue” means a material and verifiable failure of the Astrachain to conform to the specifications set forth in the Documentation.

“Support Portal” means the web ticketing system available (soon available)

Supported Services

Support is offered for and covers only Customer’s use of Astrachain’s products provided under the Agreement (the “Supported Services”).

Information Support

Astrachain will provide reasonable product and technical support to address questions concerning use of the Supported Services. Customer Representative may initiate Support by submitting a ticket through the Support Portal. Support is provided in the French or English language. Customer acknowledges information and materials provided to Astrachain in connection with receiving Support may be used by the Astrachain global support team for the purpose of providing Support in accordance with this Support Policy.

Issue Support

Astrachain will make commercially reasonable efforts to resolve any Issues submitted by a Customer Representative. Such efforts may include helping with diagnosis, suggesting workarounds, providing patches, or making a change to the Supported Services in a new release. Support will not be provided for the following: (1) If the Issue is caused by Customer’s negligence, hardware malfunction, network latency or causes beyond the reasonable control of Astrachain, (2) the Issue is caused by third party software not managed by or provided by Astrachain, (3) Customer has not paid the fees when due, (4) use of the Software in a manner inconsistent with the applicable Documentation, (5) modifications to the Software not provided by or approved in writing by Astrachain, or (6) use of the Software with products or software not provided or approved in writing by Astrachain. Customer shall not submit Issues arising from any software or services other than the Supported Services or otherwise use Support for unsupported software or services.

Service Levels

	Standard(included)	Enterprise(soon available)
Support Type	Business Day x Business Hours (France’s time zone)	24x7Worldwide
Low Response Time	48 hours	24 hours
Normal Response Time	24 hours	12 hours
High Response Time	12 hours	4 hours
Urgent Response Time	8 hours	1 hour

“Urgent” means a critical production issue that severely impacts and halts your use of the product where there is no procedural workaround. Examples include: Astrachain products are down or unavailable, Customer Data is corrupted or lost and must be restored, or a critical feature and/or function of the Astrachain product is not available.

“High” means a major functionality of the product is impacted or significant performance degradation in the product is experienced where a reasonable workaround exists which allows for continued essential operations. Examples include: products are operational but experiencing highly degraded performance to the point of a major impact on usage or an important feature and/or function of the product offering is unavailable but operations can continue in a restricted fashion.

“Normal” means a partial, non-critical loss of use of the product where a short-term workaround is available but not scalable and Customer can continue essential operations.

“Low” means a routine technical issue; information requested on application capabilities, navigation, installation or configuration; or a bug affecting a small number of users of the product where an acceptable workaround is available. There is no impact on the quality, performance, or functionality of the product.

A “Response” is an initial reply or communication with the Customer by Astrachain about the reported Issue. The “Target Initial Response Times” shall be measured by the elapsed time between Astrachain’s receipt of a reported Issue within the Support Portal and the time when there is a Response. The actual time required to work towards resolving the Issue, if such full resolution occurs, may be longer than the Target Initial Response Time. Customer understands and agrees that resolution of an Issue is not guaranteed and may not occur.

Customer Responsibilities

Astrachain’s obligation to provide Support Services is conditioned upon Customer satisfying the following responsibilities with respect to each Issue:

This Support Policy is part of and subject to an agreement with Astrachain (the “Agreement”) that incorporates this Support Policy and if applicable the Order under which Customer purchased Astrachain Product & Support.

Astrachain provides Support under the terms of this Support Policy. “Support” means the services described in this Support Terms and does not include one-time services or other services not specified in this Support section, such as training, consulting or custom development.

Definitions

“Business Day” means Monday through Friday.

“Business Hours” means 9:00 a.m. to 5:00 p.m. on Business Days.

“Customer Representative” means the individual employee of Customer that submits an Issue via phone, email or through the Support Portal.

“Documentation” means the published documentation describing products features

“Issue” means a material and verifiable failure of the Astrachain to conform to the specifications set forth in the Documentation.

“Support Portal” means the web ticketing system available (soon available)

Supported Services

Support is offered for and covers only Customer’s use of Astrachain’s products provided under the Agreement (the “Supported Services”).

Information Support

Astrachain will provide reasonable product and technical support to address questions concerning use of the Supported Services. Customer Representative may initiate Support by submitting a ticket through the Support Portal. Support is provided in the French or English language. Customer acknowledges information and materials provided to Astrachain in connection with receiving Support may be used by the Astrachain global support team for the purpose of providing Support in accordance with this Support Policy.

Issue Support

Astrachain will make commercially reasonable efforts to resolve any Issues submitted by a Customer Representative. Such efforts may include helping with diagnosis, suggesting workarounds, providing patches, or making a change to the Supported Services in a new release. Support will not be provided for the following: (1) If the Issue is caused by Customer’s negligence, hardware malfunction, network latency or causes beyond the reasonable control of Astrachain, (2) the Issue is caused by third party software not managed by or provided by Astrachain, (3) Customer has not paid the fees when due, (4) use of the Software in a manner inconsistent with the applicable Documentation, (5) modifications to the Software not provided by or approved in writing by Astrachain, or (6) use of the Software with products or software not provided or approved in writing by Astrachain. Customer shall not submit Issues arising from any software or services other than the Supported Services or otherwise use Support for unsupported software or services.

Service Levels

	Standard(included)	Enterprise(soon available)
Support Type	Business Day x Business Hours (France’s time zone)	24x7Worldwide
Low Response Time	48 hours	24 hours
Normal Response Time	24 hours	12 hours
High Response Time	12 hours	4 hours
Urgent Response Time	8 hours	1 hour

“Urgent” means a critical production issue that severely impacts and halts your use of the product where there is no procedural workaround. Examples include: Astrachain products are down or unavailable, Customer Data is corrupted or lost and must be restored, or a critical feature and/or function of the Astrachain product is not available.

“High” means a major functionality of the product is impacted or significant performance degradation in the product is experienced where a reasonable workaround exists which allows for continued essential operations. Examples include: products are operational but experiencing highly degraded performance to the point of a major impact on usage or an important feature and/or function of the product offering is unavailable but operations can continue in a restricted fashion.

“Normal” means a partial, non-critical loss of use of the product where a short-term workaround is available but not scalable and Customer can continue essential operations.

“Low” means a routine technical issue; information requested on application capabilities, navigation, installation or configuration; or a bug affecting a small number of users of the product where an acceptable workaround is available. There is no impact on the quality, performance, or functionality of the product.

A “Response” is an initial reply or communication with the Customer by Astrachain about the reported Issue. The “Target Initial Response Times” shall be measured by the elapsed time between Astrachain’s receipt of a reported Issue within the Support Portal and the time when there is a Response. The actual time required to work towards resolving the Issue, if such full resolution occurs, may be longer than the Target Initial Response Time. Customer understands and agrees that resolution of an Issue is not guaranteed and may not occur.

Customer Responsibilities

Astrachain’s obligation to provide Support Services is conditioned upon Customer satisfying the following responsibilities with respect to each Issue: